13D Filing: Alpha Capital Anstalt and Dropcar Inc. (WPCS)

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549

 

SCHEDULE
13D

(Amendment
No. ___)

(RULE
13D-101)

 

INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO
RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)

 

DropCar, Inc.

(f/k/a WPCS International Incorporated)

(NAME
OF ISSUER)

 

COMMON
STOCK

(TITLE
OF CLASS OF SECURITIES)

 

(CUSIP
NUMBER)

 

Alpha
Capital Anstalt

Lettstrasse
32

9490
Vaduz, Liechtenstein

011-423-2323195

NAME,
ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED

TO
RECEIVE NOTICES AND COMMUNICATIONS)

 

January
30, 2018

(DATE
OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)

 

IF
THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G TO REPORT THE ACQUISITION WHICH IS THE SUBJECT OF THIS SCHEDULE
13D, AND IS FILING THIS SCHEDULE BECAUSE OF RULE 13D-1(E), 13D-1(F) OR 13D-1(G), CHECK THE FOLLOWING BOX ☐.

 

NOTE:
SCHEDULES FILED IN PAPER FORMAT SHALL INCLUDE A SIGNED ORIGINAL AND FIVE COPIES OF THE SCHEDULE, INCLUDING ALL EXHIBITS. SEE RULE
240.13D-7 FOR OTHER PARTIES TO WHOM COPIES ARE TO BE SENT.

 

*
THE REMAINDER OF THIS COVER PAGE SHALL BE FILLED OUT FOR A REPORTING PERSON’S INITIAL FILING ON THIS FORM WITH RESPECT TO
THE SUBJECT CLASS OF SECURITIES, AND FOR ANY SUBSEQUENT AMENDMENT CONTAINING INFORMATION WHICH WOULD ALTER DISCLOSURES
PROVIDED IN A PRIOR COVER PAGE.

 

THE
INFORMATION REQUIRED ON THE REMAINDER OF THIS COVER PAGE SHALL NOT BE DEEMED TO BE “FILED” FOR THE PURPOSE OF
SECTION 18 OF THE SECURITIES EXCHANGE ACT OF 1934 (“ACT”) OR OTHERWISE SUBJECT TO THE LIABILITIES OF THAT SECTION
OF THE ACT BUT SHALL BE SUBJECT TO ALL OTHER PROVISIONS OF THE ACT (HOWEVER, SEE THE

NOTES).

 

 

SCHEDULE 13D

 

CUSIP
NO:

 

(1)		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)    Alpha Capital Anstalt
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A)  ☐ (B)  ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS (SEE INSTRUCTIONS)   WC and OO
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)    ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION   Liechtenstein
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				(7)		SOLE VOTING POWER – 1,400,375 * See Item 3 below
				(8)		SHARED VOTING POWER – 0
				(9)		SOLE DISPOSITIVE POWER – 1,400,375 * See Item 3 below
				(10)		SHARED DISPOSITIVE POWER – 0
(11)		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON – 1,400,375 * See Item 3 below
(12)		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☐ See Item 3 below *
(13)		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  17.93%* (based on 7,811,888 shares outstanding) See Item 3 below
(14)		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  CO

*

Does not include the shares underlying the Series H-3 Convertible Preferred Stock nor the four classes of Warrants that Alpha Capital Anstalt (“Alpha”) can beneficially control under a contractually stipulated 9.99% ownership restriction. The full conversion and/or exercise of Alpha’s securities would exceed this restriction.

 

SCHEDULE
13D

 

CUSIP
NO:

 

ITEM 1.

SECURITY AND ISSUER.

 

(i) Common Stock, par value $.0001 per share

(ii) 1,234 Series H-3 Preferred Stock, par
value $.0001 per share

(iii) Warrants acquired on January
30, 2018:

38,860 Warrants expiring on 4/5/22

29,145 Warrants expiring on 8/29/22

25,907 Warrants expiring on 10/9/22

68,005 Warrants expiring on 11/14/22

for an aggregate of 161,917 Warrants all exercisable
at $9.84

DropCar, Inc. (f/k/a WPCS International Incorporated)

Address: 521 Railroad Avenue, Suisun City, CA 94585

 

ITEM 2.

IDENTITY AND BACKGROUND.

 

Alpha
Capital Anstalt

Lettstrasse
32

9490
Vaduz, Liechtenstein

Citizenship
– Liechtenstein

 

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

 

In connection with a Securities Purchase Agreement dated March 30, 2017, Alpha Capital Anstalt (“Alpha”)
was issued 1,234 Series H Preferred Stock. Pursuant to a merger agreement effective as of January 30, 2018, Alpha was issued 1,348,123
shares of Common Stock and an aggregate 161,917 Warrants with an exercise price of $9.84 per share. All of the foregoing securities
issued to Alpha contain a 9.99% “blocker” provision designed to prevent Alpha from being a beneficial owner of more
than 9.99% of the Issuer’s Common Stock.

 

ITEM 4.

PURPOSE OF TRANSACTION.

 

See
Item 3 above.

 

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER.

 

1,400,375, 17.93% *

 

See
Item 3 above

 

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

 

None.

 

ITEM 7.

MATERIALS TO BE FILED AS EXHIBITS.

 

None.

 

 

SCHEDULE
13D

 

CUSIP
NO:

 

SIGNATURE

 

AFTER
REASONABLE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF, I CERTIFY THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE,
COMPLETE AND CORRECT.

 

DATED: 2/5/18	/S/ Konrad Ackermann
	Alpha Capital Anstalt
	By:	Konrad Ackermann, Director

 

 

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